The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Hong Kong with limited liability)

(Stock code: 345)

(1) DISCLOSEABLE TRANSACTION IN RELATION TO THE PROPOSED INVESTMENT IN THE CONSTRUCTION OF A PRODUCTION BASE IN XINZHOU DISTRICT, WUHAN CITY, THE PEOPLE'S REPUBLIC OF CHINA AND (2) RESUMPTION OF TRADING

Reference is made to the voluntary announcement published by the Company on 16 September
2014 relating to the Proposed Investment by the Group in Wuhan City in the PRC, which involves the construction of a production base on the Land.
The Board is pleased to announce that on 30 January 2015, Vitasoy Wuhan, an indirect wholly-owned subsidiary of the Company won the Tender for acquiring the land use rights of the Land for the consideration of approximately RMB30 million (equivalent to approximately HK$37.2 million). Vitasoy Wuhan will enter into the Land Use Rights Transfer Contract with the Wuhan Land Bureau within two weeks from the date of this announcement and after obtaining the relevant approvals from the relevant PRC authorities.
According to the memorandum of understanding entered into between Vitasoy China (for and on behalf of Vitasoy Wuhan) and the Wuhan Government on 16 September 2014, Vitasoy China would invest approximately RMB500 million (equivalent to approximately HK$620 million) into a production base to be constructed on the Land under the Proposed Investment.
The Proposed Investment will be held by Vitasoy Wuhan which was being established as a wholly foreign-owned enterprise in the PRC at the time when the memorandum of understanding was entered into. Vitasoy Wuhan was subsequently established on 21 October
2014 with a registered capital of RMB170 million (equivalent to approximately HK$210.8 million). It is expected that the production of the factory will commence in 2016.
As all the applicable percentage ratios in respect of the Proposed Investment exceed 5% but are less than 25%, the Proposed Investment constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is, therefore, subject to the reporting and announcement requirements but is exempt from the Shareholders' approval requirements under
Chapter 14 of the Listing Rules.

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RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 30 January 2015 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 1:00 p.m. on 30 January 2015.

ACQUISITION OF LAND USE RIGHTS

Reference is made to the voluntary announcement published by the Company on 16 September
2014 relating to the Proposed Investment by the Group in Wuhan City in the PRC, which involves the construction of a production base on the Land.
The Board is pleased to announce that on 30 January 2015, Vitasoy Wuhan, an indirect wholly-owned subsidiary of the Company, won the Tender for acquiring the land use rights of the Land for the consideration of approximately RMB30 million (equivalent to approximately HK$37.2 million). Vitasoy Wuhan will enter into the Land Use Rights Transfer Contract with the Wuhan Land Bureau within two weeks from the date of this announcement and after obtaining the relevant approvals from the relevant PRC authorities.
According to the memorandum of understanding entered into between Vitasoy China (for and on behalf of Vitasoy Wuhan) and the Wuhan Government on 16 September 2014, Vitasoy China would invest approximately RMB500 million (equivalent to approximately HK$620 million) into a production base to be constructed on the Land under the Proposed Investment. As at the date of this announcement, it is estimated that the total investment amount will be used for as follows: (i) approximately RMB30 million (equivalent to approximately HK$37.2 million) for the Land Acquisition; (ii) an amount in the region of RMB90 million to RMB95 million (equivalent to approximately HK$111.6 million to HK$117.8 million) for the construction of the production base; (iii) an amount in the region of RMB365 million to RMB370 million (equivalent to approximately HK$452.6 million to HK$458.8 million) for the purchase of fixed assets; and (iv) the remaining amount for working capital.
The Proposed Investment will be held by Vitasoy Wuhan which was being established as a wholly foreign-owned enterprise in the PRC at the time when the memorandum of understanding was entered into. Vitasoy Wuhan was subsequently established on 21 October
2014 with a registered capital of RMB170 million (equivalent to approximately HK$210.8
million). It is expected that the production of the factory will commence in 2016.

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LAND USE RIGHTS TRANSFER CONTRACT

The principal terms of the Land Use Rights Transfer Contract are set out below.

Date

It is expected that the Land Use Rights Transfer Contract will be entered into between the Wuhan Land Bureau and Vitasoy Wuhan within two weeks from the date of this announcement and after obtaining the relevant approvals from the relevant PRC authorities.

Parties

(i) Vitasoy Wuhan
(ii) Wuhan Land Bureau, which is a local government authority in the PRC and is in charge of, among other things, the sale of land use rights of the lands in Wuhan City, the PRC. To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Wuhan Land Bureau and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected person(s) (as defined in the Listing Rules).

Land

The Land is located at 中國湖北省武漢市新洲區陽邏經濟開發區 (Yangluo Economic Development Zone, Xinzhou District, Wuahn City, Hubei Province, the PRC*), with a net land area of approximately 105,000 square meters (approximately 157 Chinese acres). The nature of the land use rights of the Land is for industrial purpose. The term for the land use rights is 50 years from the date of the delivery of the Land.

Consideration and payment arrangements

The consideration for the Land Acquisition is approximately RMB30 million (equivalent to approximately HK$37.2 million), representing an average land cost of approximately RMB
285.7 (equivalent to approximately HK$354.3) per square meter based on the net area of the
Land.
Vitasoy Wuhan has paid an amount of RMB30 million (equivalent to approximately HK$37.2 million) as the tender guarantee payment, which will be applied towards settling the total consideration for the Land Acquisition. The tender guarantee payment will be paid as consideration for the Land Acquisition on the date of the Land Use Rights Transfer Contract. The Group will finance the Proposed Investment, including payment for the Land Acquisition,
by internal resources of the Group.

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The Directors are of the view that the consideration for the Land Acquisition is fair and reasonable having taken into account the location and potential development prospects of the Land, as well as the standard rate for the sale of industrial lands in Wuhan City issued by the relevant PRC authorities.

REASONS FOR AND BENEFITS OF THE PROPOSED INVESTMENT

The Group is principally engaged in the manufacturing and distribution of food and beverage and has sustainable development commitment in the PRC. Vitasoy Wuhan is principally engaged in the manufacturing, processing and packaging of different varieties of food and beverages. The Group is actively exploring opportunities to construct a large production base and a regional distribution centre in the PRC for the expansion of its business and therefore acquired the Land for such purpose.
The Proposed Investment offers the Group an excellent opportunity to achieve its business objective. Hence, the Directors consider that the Proposed Investment is in the interest of the Group and the Shareholders as a whole and the terms of the Land Acquisition are on normal commercial terms and are fair and reasonable.

IMPLICATIONS UNDER THE LISTING RULES

As all the applicable percentage ratios in respect of the Proposed Investment exceed 5% but are less than 25%, the Proposed Investment constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is, therefore, subject to the reporting and announcement requirements but is exempt from the Shareholders' approval requirements under Chapter 14 of the Listing Rules.

RESUMPTION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 30 January 2015 pending the release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the shares of the Company with effect from 1:00 p.m. on 30 January 2015.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:
"Board" the board of Directors;

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"Company"

Vitasoy International Holdings Limited (維他奶國際集團有

限公司), a company incorporated in Hong Kong, the shares of which are listed on the Stock Exchange (Stock Code: 345);

"Directors"

the directors (including the independent non-executive directors) of the Company;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Land"

the piece of state-owned land with a net land area of approximately 105,000 square meters (approximately 157

Chinese acres) located at 中國湖北省武漢市新洲區陽邏經

濟開發區 (Yangluo Economic Development Zone, Xinzhou

District, Wuahn City, Hubei Province, the PRC*);

"Land Acquisition"

acquisition of the land use rights of the Land by way of bidding at the Tender;

"Land Use Rights Transfer

Contract"

國 有 建 設 用 地 使 用 權 出 讓 合 同 (land use rights transfer contract) to be entered into between the Wuhan Land Bureau and Vitasoy Wuhan in respect of the Land Acquisition;

"Listing Rules"

The Rules Governing the Listing of Securities on the Stock

Exchange;

"PRC"

the People's Republic of China, which for the purpose of this announcement, shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan;

"Proposed Investment"

the proposed investment by the Group, through Vitasoy Wuhan, in the construction of a production based on the Land in Wuhan City in the PRC;

"RMB"

Renminbi, the lawful currency of the PRC;

"Shareholders"

holders of the issued shares of the Company;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Tender"

掛牌出讓 (public tender*) for the acquisition of the land use rights of the Land held by the Wuhan Land Bureau during the period from 19 January 2015 to 29 January, 2015;

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"Vitasoy China"

Vitasoy (China) Investments Company Limited (維他奶(中

國) 投資有限公司), a company incorporated with limited liability in Hong Kong and a direct wholly-owned subsidiary of the Company;

"Vitasoy Wuhan"

Vitasoy (Wuhan) Company Limited (維他奶(武漢)有限公 司), a wholly foreign owned enterprise established in the PRC

with limited liability with a registered capital of RMB170 million (equivalent to approximately HK$210.8 million) and a direct wholly-owned subsidiary of Vitasoy China;

"Wuhan Government"

湖北省武漢市新洲區人民政府 (The People's Government of Xinzhou District, Yangluo Economic Development Zone, Wuhan City, Hubei Province, the PRC*);

"Wuhan Land Bureau"

武漢市國土資源和規劃局 (Urban Construction, Land and Water Affairs Bureau of Yangluo Economic Development Zone*), a local government authority of the PRC and the vendor of the Land;

"%"

per cent.

For the purpose of this announcement, conversions of RMB into HK$ are based on the approximate exchange rate of RMB1 to HK$1.24 for the purposes of illustration only. No representation is made that any amount of HK$ or RMB could have been or could be converted at the above rate or at any other rates.

By Order of the Board Winston Yau-lai LO Executive Chairman
Hong Kong, 30 January 2015

As at the date of this announcement, Mr. Winston Yau-lai Lo and Mr. Roberto Guidetti are executive Directors. Ms. Myrna Mo-ching Lo and Ms. Yvonne Mo-ling Lo are non-executive Directors. Dr. the Hon. Sir David Kwok-po Li, Mr. Jan P. S. Erlund and Mr. Valiant Kin-piu Cheung are independent non-executive Directors.

* For identification purposes only

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